XLON:CPAI ESEF Annual Report
CAPAI PLC (XLON:CPAI)
ESEF Annual Report
2023-06-28
For: 2022-04-30
View Original
Added on
September 22, 2026
DUKEMOUNT CAPITAL PLC
REGISTERED NUMBER 07611240
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 APRIL 2022
DUKEMOUNT CAPITAL PLC CONTENTS
Page
Company Information 2
Chairman’s Statement 3
Board of Directors 4
Strategic Report 5
Report of the Directors 9
Directors’ Remuneration Report 13
Report of the Independent Auditor 16
Consolidated Statement of Comprehensive Income 22
Consolidated Statement of Financial Position 23
Company Statement of Financial Position 24
Consolidated Statement of Changes in Equity 25
Company Statement of Changes in Equity 26
Consolidated Statement of Cash Flows 27
Company Statement of Cash Flows 28
Notes to the Financial Statements 29
DUKEMOUNT CAPITAL PLC COMPANY INFORMATION
3
Directors Geoffrey Dart
Paul Gazzard
Secretary Stuart Adam
SW1Y 6NY
Solicitors Charles Russell Speechly
5 Fleet Place
London
EC4M 7RD
Independent Auditor PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
Registered Number 07611240
DUKEMOUNT CAPITAL PLC CHAIRMAN’S STATEMENT
4
I hereby present the annual financial statements for the year ended 30 April 2022. During the year the Group
reported a loss of £1,127,395 (2021 – loss of £913,827). These losses arose in the course of the Group:
pursuing transactions in its normal course of business as per its original stated mandate of long dated
income generation; impairment costs associated with two development projects; maintaining the Company’s
listing on the Official List of the UK Listing Authority by way of a standard listing including consultancy fees,
professional fees and directors’ fees. As at the Statement of Financial Position date the Group had £19,214
(2021: £24,657) of cash balances.
During the year the Company entered into a 12-month convertible unsecured loan facility for £1,000,000 of
which £500,000 was available immediately and an additional £500,000 available conditional on certain
milestones.
In May 2021, the Company entered into a Joint Venture Agreement in relation to flexibility power expert
HSKB Ltd ("HSKB"). Pursuant to the Joint Venture Agreement, Dukemount acquired 50% of the issued
share capital of HSKB for nominal value. The Company is deemed to exercise control through its direct and
indirect shareholding of DKE Flexible Energy and is therefore treated as a subsidiary with full consolidation
into the Group financial statements.
In September 2021, the Company signed off a subordinated funding package to enable completion of the
senior debt funding for gas peaking projects in September 2021 and announced in October 2021 that HSKB
had successfully completed the purchase of two special purpose companies, each company containing an
11kV gas peaking facility, ready to build, with full planning permission and grid access. HSKB has also
changed its name to DKE Flexible Energy Limited ("DKE Energy"). Following the year end, the Company
announced that HSKB had completed the sale of the previously purchased two special purpose companies
containing the 11kV gas peaking facility for an aggregate sale price of £350,000. Unfortunately the Company
had little choice but to pursue the sale despite having the funding in place to construct these assets. The
listing rules for standard list companies changed in December 2022 to require a minimum market
capitalization of £30m for any reverse, transaction or listed value of the company, far below the combined
value of these two assets in the state they were being purchased or post construction. Thus, the regulatory
environment that evolved for Dukemount, as a standard listed company, during the transaction to buy and
then fund the construction of the two assets meant the Company had no option but to dispose of these
assets. The proceeds of the sale, £350,000 in aggregate, have been used to repay a portion of the sums
owing to the lenders of the subordinated funding package.
Further to the disposal the lenders agreed to advance net proceeds of £50,000 in aggregate in addition to
restructuring their existing funding arrangement. The maturity date for the existing debt plus the further
advance is to be 24 months from the date of the Advance (being 10 October 2024). The proceeds of the
further advance have been used to settle accrued liabilities of the Company.
The board has taken steps through restructuring the Company’s funding routes, as described in detail in the
RNS announcement of 11 October 2022, to ensure that the financial position and prospects of the Company
are maintained to facilitate a future reverse transaction.
I would like to thank all those who have assisted and supported the Group during the year.
Geoffrey Dart
Director
7 June 2023
DUKEMOUNT CAPITAL PLC BOARD OF DIRECTORS
5
Geoffrey Gilbert Dart - Executive Chairman
Geoffrey is a merchant banker with over 35 years of experience of fund raising and listing transactions. In
1990 he was appointed to the board of Harrell Hospitality Inc, a hotel management and development
company, after he structured and completed its reverse takeover by a US-listed shell company. In 2003, as
chairman of Energy Technique Plc (a UK standard listed company) Geoffrey oversaw the re-structuring and
re-capitalisation of the company. Also in 2003, as a Founder and an Executive Director of London and
Boston Investments Plc (an AIM-listed company), Geoffrey was responsible for M&A activity. In 2010,
Geoffrey joined the board of Hayward Tyler Limited, the specialist pump manufacturer and after raising
equity and debt funding, completed the standard listing of the company and thereafter took on particular
responsibility for the group’s Chinese operations and completed a successful re-structuring of those
operations.
Paul Gazzard
Paul has over 10 years’ experience of working across investing institutions in the City of London in his
previous role as Fund Manager. He worked with the Panmure Gordon Asset Management team until August
2002 when he transitioned into the commercial financing sector. Between August 2002 and May 2010, Paul
participated in the listing of companies on the AIM market of the London Stock Exchange, operating at the
Senior Executive level within each of the companies.
Since then Paul has worked as a consultant across various AIM listed companies, advising on corporate
and financing related matters, in addition to working as an adviser to several high net worth individuals on
specific corporate and management issues relating to their investment portfolios as well as founding a
number of private companies in the financial services and other sectors.
DUKEMOUNT CAPITAL PLC CHAIRMAN’S STATEMENT
6
The Directors present their Strategic Report for the year ended 30 April 2022.
Business Review and Future Developments
On 29 March 2017 Dukemount Capital Plc was admitted to the Official List of the UK Listing Authority by
way of a listing on to the standard segment of the London Stock Exchange. Since the standard listing, the
Group’s principal aim has been to acquire, manage, develop and, where appropriate, on-sell real estate
portfolios which have been CPI-linked, long-dated income leases agreed. Following a restructuring, the
Group’s principal activity is now to ensure that the financial position and prospects of the Company are
maintained to facilitate a future reverse transaction.
The following entities are consolidated into the Group financial statements:
DKE (North West) Limited, formerly Larch Housing (North West) Limited, incorporated 6 November 2014 in
England, of which 100% of the £100 share capital was acquired on 7 September 2017 for £1.
DKE (Wavertree) Limited, incorporated 24 April 2016 in England, of which 100% of the £1 share capital was
acquired on 6 October 2017.
DKE Flexible Energy Limited, formerly HSKB Limited, into which the Company entered a Joint Venture and
Shareholders’ Agreement on 20 May 2021, acquiring a 50% interest in the equity of HSKB Limited with the
view to purchase and develop two gas peaking facilities. HSKB Limited purchased those assets, ARL 018
Limited and ADV001 Limited in October 2021 following the signing of a subordinated funding package. The
Company is deemed to exercise control through its direct and indirect shareholding of DKE Flexible Energy
Limited and is therefore treated as a subsidiary with full consolidation into the Group financial statements.
The gas peaking facilities were subsequently sold in October 2022. With the sale, the Board has taken steps
to ensure that the financial position and prospects of the Company are maintained to facilitate a future
reverse transaction as per the details of the RNS in October 2022.
Performance of the Business during the Year and the Position at the End of the Year
The Group reported a loss of £1,127,395 (2021: £913,827) for the year ended 30 April 2022. The loss was
primarily as a consequence of fees in relation to the maintenance of the Company’s listing, costs incurred
on completing our development projects and pursuing transactions.
Net liabilities of the Group as at the year end were £1,578,707 (2021: net liabilities £617,835). Cash
balances as at the year end were £19,214 (2021: £24,657).
The net assets of the Company closed at less than 50% of the issued share capital, in breach of s656 of
the Companies Act 2006. The Company has been working with its lenders and reached agreement with
them and its brokers to ensure that the financial position and prospects of the Company are maintained to
facilitate a future reverse transaction to correct the breach and continues to keep its shareholders
informed of its progress.
Key Performance Indicators (‘KPIs’)
The Board monitors the activities and performance of the Group on a regular basis. The primary
performance indicator applicable to the Group at this stage of its development is to find and complete a
reverse transaction.
The Directors are also of the opinion that a key primary performance indicator applicable to the Group is the
maintenance of cash reserves held in cash and short-term investments.
2022 2021
Cash at bank £19,214 £24,657
______ ______
DUKEMOUNT CAPITAL PLC CHAIRMAN’S STATEMENT
7
Directors’ Statement Under Section 172 (1) of the Companies Act 2006
Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Company for the
benefit of the Company’s members as a whole.
This section specifies that the Directors must act in good faith when promoting the success of the Company
and in doing so have regard (amongst other things) to:
a) the likely consequences of any decision in the long term,
b) the interests of the Company’s employees,
c) the need to foster the Company’s business relationship with suppliers, customers and others,
d) the impact of the Company’s operations on the community and environment,
e) the desirability of the Company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for formulating the Company’s strategy, which is to ensure
that the financial position and prospects of the Company are maintained to facilitate a future reverse
transaction.
The Board places equal importance on all shareholders and strives for transparent and effective external
communications, within the regulatory confines of a standard listed company. The primary communication
tool for regulatory matters and matters of material substance is through the Regulatory News Service,
(“RNS”). The Company’s website is also updated regularly, and provides further details on the business.
We also are available to all shareholders for interaction with the Board and management, in order to raise
any of their concerns.
The Directors believe they have acted in the way they consider most likely to promote the success of the
Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act
2006 and have restructured its financing with its investors to facilitate a future reverse transaction.
Social, community and human rights responsibility
The Board acknowledge that they will need to consider social and community implications, particularly in
the areas of operations, and the Board will fully take into consideration and comply with any necessary local
requirements.
Whilst the Company has no female members on the Board, they recognise the need to operate a gender
diverse business, and they will revisit this area and its appropriateness in relation to the growth of the
business. The Board will also ensure any future employment takes into account the necessary diversity
requirements and compliance with all employment law. The Board has experience and sufficient
training/qualifications in dealing with such issues to ensure they would meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out appropriate procedures for
companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has
conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and
continues to monitor its procedures.
DUKEMOUNT CAPITAL PLC CHAIRMAN’S STATEMENT
8
Principal Risks and Uncertainties
The Directors consider the principal risk for the Group to be the maintenance of its cash reserves whilst it
focuses on its aim to secure a reverse transaction.
The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors
consider the following risk factors to be of particular relevance to the Group’s activities. It should be noted
that the list is not exhaustive and other risk factors not presently known or currently deemed immaterial may
apply. The risk factors are summarised below:
Market conditions
Market conditions, including general economic conditions and their effect on exchange rates, interest rates
and inflation rates, may impact the ultimate value of the Group regardless of its operating performance. The
Group also faces competition from other organisations, some of which may have greater resources or be
more established in a particular territory.
The Board considers and reviews all market conditions to try and mitigate any risks that may arise.
Impact of COVID-19
The impact of COVID-19 or any other severe communicable disease, if uncontrolled, on the general
economic climate could have an adverse effect on the Group. COVID-19 had a material adverse effect on
overall business sentiment and the global economy. There is no assurance there will not be similar
outbreaks of other diseases in the future. The impact of any future imposition by governments across the
world of stringent measures to prevent the spread of COVID-19 or other diseases, and the effect of COVID-
19, or any other severe communicable diseases outbreak in the future, on the employees of the Group,
could adversely affect the performance of the business activities of the Group and those of the customers,
which could lead to a decrease in the demand for their services. The Company’s employees carry out their
duties remotely, via the network infrastructure in place. As a result, there was no disruption to the operational
activities of the Company during the COVID-19 social distancing and working from home restrictions. All
key business functions continue to operate at normal capacity.
Brexit
The withdrawal of the UK from the EU on 31 January 2020 continues to generate a level of uncertainty in
the UK financial services sector. The Directors continue to monitor Brexit’s impact on the Group.
Financing and interest rate risk
The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at
all) and, if such funding is unavailable, the Group may be required to reduce the scope of future transactions.
Further, Shareholders’ holdings of Ordinary Shares may be materially diluted if debt financing is not
available.
Risks relating to the Group’s business strategy
The Group is dependent on the ability of the Directors to identify suitable transaction opportunities and to
implement the Group’s strategy. There is no assurance that the Group’s activities will be successful in finding
suitable transactions that will ultimately be developed.
Dependence on key personnel and management risks
The Group’s business is dependent on retaining the services of a small management team and the loss of
a key individual could have an adverse effect on the future of the Group’s business. The Group’s future
DUKEMOUNT CAPITAL PLC CHAIRMAN’S STATEMENT
9
success will also depend in large part upon its ability to attract and retain highly skilled personnel. This risk
is managed by offering salaries that are competitive in the current market. In addition to the Board the
company utilizes, where and when required, the expertise of property professionals who have extensive
experience and knowledge in their field and provide valuable assistance to the Board in locating suitable
projects and negotiating contracts with Housing Associations and providers of finance.
Environmental and other regulatory requirements
The event of a breach with any environmental or regulatory requirements may give rise to reputational,
financial of other sanctions against the Group, and therefore the Board considers these risks seriously and
designs, maintains and reviews the policies and processes so as to mitigate or avoid these risks. Whilst the
Board has a good record of compliance, there is no assurance that the Group’s activities will always be
compliant.
This Strategic Report was approved by the Board of Directors on 7 June 2023.
Geoffrey Dart
Director
7 June 2023
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
10
The Directors present the Annual Report and the audited financial statements for the year ended 30 April
2022.
The Group’s Ordinary Shares were admitted to trading on the London Stock Exchange, on the Official List
pursuant to chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings, on 29
March 2017.
Principal Activities
The purpose of the Company is to ensure that the financial position and prospects of the Company are
maintained to facilitate any potential future transactions that can generate long term income streams for the
business. If there is an opportunity to complete another transaction this will be put to the shareholders at
the appropriate time.
Directors
The Directors of the Company during the year ended 30 April 2022 were:
Geoffrey Gilbert Dart
Paul Terence Gazzard
Future developments
See the Strategic Report for anticipated future developments of the Group.
Dividends
The Directors do not propose a dividend in respect of the year ended 30 April 2022 (2021: Nil).
Corporate Governance
As a Group listed on the standard segment of the Official UK Listing Authority, the Group is not required to
comply with the provisions of the UK Corporate Governance Code.
The Group does not choose to voluntarily comply with the UK Corporate Governance Code. However, in
the interests of observing best practice on corporate governance, the Group has regard to the provisions of
the Corporate Governance Code insofar as is appropriate, except that:
• Given the size of the Board and the Group’s current size, certain provisions of the Corporate
Governance Code (in particular the provisions relating to the composition of the Board and the
division of responsibilities between the Chairman and Chief Executive), are not being complied with
by the Group as the Board considers these provisions to be inapplicable.
• Until the Group has accumulated sufficient reserves and appointed two additional Non-Executive
Directors it will not have separate audit and risk, nomination or remuneration committees. The Board
as a whole will instead review audit and risk matters, as well as the Board’s size, structure and
composition and the scale and structure of the Directors’ fees, taking into account the interests of
shareholders and the performance of the Group.
• The UK Corporate Governance Code recommends the submission of all Directors for re-election at
annual intervals. Given the Group’s size and limited Board composition, this is not appropriate at
this time.
• The Board do not consider an internal audit function to be necessary for the Group at this time due
to the limited number of transactions.
The Directors are responsible for internal control in the Group and for reviewing effectiveness. Due to the
size of the Group, all key decisions are made by the Board. The Directors have reviewed the effectiveness
of the Group’s systems during the period under review and consider that there have been no material losses,
contingencies or uncertainties due to weaknesses in the controls.
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
11
Carbon emissions
The Group currently has no employees other than the Directors and uses a rented office. Therefore, the
Group has minimal carbon emissions and it is not practical to obtain emissions data at this stage.
Directors and Directors’ Interests
The Directors who held office during the period and to the date of approval of these Financial Statements
had the following beneficial interests in the ordinary shares of the Group.
Ordinary shares
30 April 2022
No.
Ordinary shares
30 April 2021
No.
Warrants
interest
30 April 2022
No.
Warrant
interest
30 April 2021
No.
Geoffrey Dart* 4,666,666 4,666,666 64,000 64,000
Paul Gazzard 4,000,000 4,000,000 - -
* Geoffrey Dart is a Director of Chesterfield Capital Limited which holds the 4,666,666 shares and
64,000 warrants.
Going Concern
The Directors, having made due and careful enquiry, are of the opinion that the Group will have access to
adequate working capital to meet its obligations over the next 12 months. Further consideration from the
Directors in respect of going concern is given in note 2(c). The Directors therefore have made an informed
judgement, at the time of approving the financial statements, that there is a reasonable expectation that the
Group and Company, having secured agreement with certain creditors, existing investors and its broker on
a package of financing measures, will continue in operational existence for the foreseeable future. Going
forward, the Group will require further funds. The success of securing these has been identified as a material
uncertainty which may cast significant doubt over the going concern assessment. Whilst acknowledging this
material uncertainty, based upon the expectation of completing a successful fundraising in the near future,
and the continued support of it investors and broker, the Directors consider it appropriate to continue to
prepare the financial statements on a going concern basis.
Employees
The Group has no employees other than the Directors.
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
12
Financial Risk Management
The Group has a simple capital structure and its principal financial asset is cash. The Group has no material
exposure to market risk or currency risk and the Directors manage its exposure to liquidity risk by maintaining
adequate cash reserves and ensuring any debt financing is at a competitive interest rate which can be
maintained within the Group’s cash resources going forward.
Further details regarding risks are detailed in note 2(p) to the financial statements.
Statement of Directors’ responsibilities pursuant to the disclosure and transparency rules
The Directors are responsible for preparing the Annual Report, the Remuneration Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors have elected to prepare the Group and Parent Company financial statements in accordance
with applicable law and UK-adopted international accounting standards. Under Company law the Directors
must not approve the financial statements unless they are satisfied that they give a true and fair view of the
state of affairs of the Group and Parent Company and of the profit or loss of the Group for that year.
In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether applicable UK-adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group and Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and Parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and Parent Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors
are also responsible for safeguarding the assets of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Group and Parent Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of the consolidated financial statements may differ from legislation in other
jurisdictions.
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
13
Statement of Directors’ responsibilities (continued)
The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group and
Parent Company’s position, performance, business model and strategy.
Each of the Directors, whose names and functions are listed on page 4 confirm that, to the best of their
knowledge and belief:
• The financial statements have been prepared on a going concern basis using the historical cost
convention and in accordance with the UK-adopted International Accounting Standards (“IAS”) and
in accordance with the provisions of the Companies Act 2006; and
• the Strategic Report includes a fair review of the development and performance of the business and
the position of the Group and Parent Company, together with a description of the principal risks and
uncertainties that they face.
Provision of information to auditor
So far as each of the Directors is aware at the time this report is approved:
• there is no relevant audit information of which the Group’s auditor is unaware; and
• the Directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
Auditors
PKF Littlejohn LLP, the auditor, has indicated their willingness to continue in office as auditor. PKF Littlejohn
LLP will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006.
Subsequent Events
Details of events after the reporting period are disclosed in Note 20.
Approved by the Board on 7 June 2023, and signed on its behalf by:
Geoffrey Dart
Director
DUKEMOUNT CAPITAL PLC REMUNERATION REPORT
14
This remuneration report sets out the Group’s policy on the remuneration of executive and non-executive
Directors together with details of Directors' remuneration packages and service contracts for the financial
year ended 30 April 2022.
Until several transactions have been completed and until it has accumulated sufficient reserves to justify
the appointment of two additional Non-Executive directors, the Group will not have a separate
remuneration committee. The Board as a whole will instead review the scale and structure of the Directors'
fees, taking into account the interests of shareholders and the performance of the Group and Directors.
The items included in this report are unaudited unless otherwise stated.
Audited information
Directors’ emoluments and compensation
Set out below are the emoluments of the Directors for the year ended 30 April 2022.
Name of Director Salary and fees
Benefits Total
2022
Total
2021
% change
from 2021
£ £ £ £
Geoffrey Dart 37,500 - 37,500 85,303 -56%
Paul Gazzard 13,750 - 13,750 27,500 -50%
TOTAL 51,250 - 51,250 112,803 -55%
All remuneration is considered to relate to short term benefits.
Unaudited information
Employment Contracts and Letters of Appointment
The Directors who served during the year all have employment contracts.
The Directors who held office at 30 April 2022 and who had beneficial interests in the Ordinary Shares of
the Group and details of these beneficial interests can be found in the Directors’ Report.
Terms of appointment
The services of the Directors, provided under the terms of agreement with the Group, are dated as follows:
Director Year of
appointment
Number of years
completed
Date of current
engagement letter
Geoffrey Dart 2011 11 16 September 2021
Paul Gazzard 2017 6 16 September 2021
In accordance with the above agreements the Directors are subject to 6 months’ notice periods and an
annual review.
Other matters
The Group does not have any pension plans for any of the Directors and does not pay pension amounts in
relation to their remuneration. The Group has not paid out any excess retirement benefits to any Directors
or past Directors.
DUKEMOUNT CAPITAL PLC REMUNERATION REPORT
15
Remuneration Policy
In setting the policy, the Board has taken the following into account:
• The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership
and management of the Group;
• The Group's general aim of seeking to reward all employees fairly according to the nature of their
role and their performance;
• Remuneration packages offered by similar companies within the same sector;
• The need to align the interests of shareholders as a whole with the long-term growth of the Group;
and
• The need to be flexible and adjust with operational changes throughout the term of this policy.
Remuneration Components
The remuneration policy of the Group is outlined below.
Future Policy Table
Element Purpose Policy
Operation
Opportunity
and
performance
conditions
Executive directors
Base salary To award
for
services
provided
The remuneration of Directors
is based on the
recommendations of the
Chairman and comparison with
other companies of a similar
size and sector. Any Director
who serves on any committee,
or who devotes special attention
to the business of the Group, or
who otherwise performs
services which in the opinion of
the Directors are outside the
scope of the ordinary duties of a
Director, may be paid such
extra remuneration as the
Directors may determine.
Paid monthly
and will be
reviewable
annually.
The total value
of Directors'
fees that may
be paid is
limited by the
Group’s
Articles of
Association to
£200,000 per
annum.
Pension
N/A
Not awarded
N/A
N/A
Benefits
To assist
with
performing
their roles
Some directors have been
provided with medical insurance
Paid annually
and reviewable
annually
Benefit
deemed to be
a tax benefit
for the
directors
Annual
Bonus
N/A
Annual bonuses of the Directors
is based on the recommendations
of the Chairman and comparison
with other companies of a similar
size and sector.
N/A
N/A
Share
N/A
As above
N/A
N/A
The Company does not have any non-executive Directors. If appointed in the future the Company will
consider the remuneration of these Directors.
DUKEMOUNT CAPITAL PLC REMUNERATION REPORT
16
Notes to the Future Policy Table
The Directors are reimbursed all travelling, hotel and other expenses they may incur in attending meetings
of the Directors or general meetings or otherwise in connection with the discharge of their duties.
Consideration of shareholder views
The Board will consider shareholder feedback received and guidance from shareholder bodies. This
feedback, plus any additional feedback received from time to time, is considered as part of the Group’s
annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the individual’s
experience and their current base salary. Where an individual is recruited at below market norms, they may
be re-aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally
be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Group will meet certain relocation
and/or incidental expenses as appropriate.
There are no incentives for directors relating to the performance of the share price of the company.
Approved on behalf of the Board of Directors.
Geoffrey Dart
Director
7 June 2023
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
YEAR ENDED 30 APRIL 2022
17
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL PLC
Opinion
We have audited the financial statements of Dukemount Capital plc (the ‘group’) for the year ended 30 April
2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent
Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes
in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial
statements, including significant accounting policies. The financial reporting framework that has been
applied in their preparation is applicable law and UK-adopted international accounting standards and as
regards the parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 30 April 2022 and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
• the parent company financial statements have been properly prepared in accordance with UK-adopted
international accounting standards and as applied in accordance with the provisions of the Companies Act
2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that the group is dependent on
successful fundraising or a future reverse takeover transaction to continue as a going concern. The group
has no contracts in place at year-end or after year-end, with no trading plans. Additionally, the group has a
cash balance at the date of approval of the financial statements that would not be able to support its
operations and overheads for the following twelve months. As stated in note 2, these events or conditions,
along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast
significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
It is a requirement of IFRS that, in determining that the going concern basis is appropriate, the directors
must consider a period of at least twelve months from the date of approval of the accounts.
Our work in relation to going concern included:
• Discussing future plans with management and review of budgets/forecast;
• Considering the appropriateness and sensitivity of the assumptions used in the preparation of the
forecasts;
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
YEAR ENDED 30 APRIL 2022
18
• Reviewing the results of the subsequent events and assessing the impact on the financial statements ;
• Reading board minutes for references to financing difficulties;
• Considering whether management have used all relevant information in their assessment and enquiring
whether any known events or conditions beyond the period of assessment may affect going concern; and
• Reviewing and considering the impact of the new and amended borrowing arrangements entered into
after the year-end to assist the group to continue its operations.
In view of the requirement to raise additional funds there is a material uncertainty with regard to going
concern because although the directors are confident they can raise adequate funding that funding has not
been agreed.
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the company’s ability to continue to adopt the going concern basis of accounting included
reviewing management’s assessment and going concern forecasts for the next twelve months and forming
an opinion on whether the current financial position has the ability to fund the group’s costs for that period.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements on our audit and on the financial statements. For the purposes of determining whether the
financial statements are free from material misstatement, we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person
would be changed or influenced. We also determine a level of performance materiality which we use to
assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
We determined the group materiality for the financial statements as a whole to be £27,000 (2021: £33,000),
with the parent company materiality set at £25,000 (2021: £31,000). Performance materiality was set at
£16,000 (2021: £23,100) and £15,000 (2021: £21,700) respectively. The overall materiality was based on
3% of net assets (2021: 5% of loss for the year). This benchmark is considered appropriate because the
principal driving force of the business is the potential for a reverse takeover or further fundraising on its
asset position. Several adjustments were identified during the course of the audit, however the materiality
level of £27,000 was still considered appropriate with no revisions necessary.
We agreed with the board that we would report all audit differences identified during the course of our audit
in excess of our triviality level of £1,350 (2021: £1,650) and £1,250 (2021: £1,550) for the group and parent
company respectively. There were certain misstatements identified during the course of our audit that were
individually considered to be material and adjusted for by management.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular we assessed the areas involving significant accounting estimates
and judgements by the directors in respect of the recoverability of the debtors and management’s
assessment in going concern and considered future events that are inherently uncertain. We also addressed
the risk of management override of internal controls, including evaluation of whether there was evidence of
bias by the directors that represented a risk of material misstatement due to fraud.
All subsidiaries were fully audited by the same audit team, with a full scope audit being performed on the
complete financial information of the subsidiaries.
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
YEAR ENDED 30 APRIL 2022
19
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to
the matter described in the Material uncertainty related to going concern section we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter How our scope addressed this matter
Management override of controls
Under ISA (UK) 240 The Auditor’s Responsibilities
Relating to Fraud in an Audit of Financial
Statements, there is a presumed significant risk of
management override of the system of internal
controls.
The primary responsibility for the prevention and
detection of fraud rests with management. Their
role in the detection of fraud is an extension of
their role in preventing fraudulent activity.
They are responsible for establishing a sound
system of internal control designed to support the
achievement of policies, aims and objectives and
to manage the risks facing the entity; this includes
the risk of fraud.
Our audit is designed to provide reasonable
assurance that the financial statements as a whole
are free from material misstatement, whether
caused by fraud or error.
ISAs (UK) require the auditor to:
Identify fraud risks during the planning stages.
Inquire of management about risks of fraud and
the controls put in place to address those
risks.
Understand the oversight given by those charged
with governance of management’s processes
over fraud.
Consider of the effectiveness of management’s
controls designed to address the risk of fraud.
The audit team identified the risk as a Key Audit
Matter, given the possible investment from third
parties into the business, in which case these
parties will be interested in confirming that no
issues have arisen through the way management
has operated the group.
We considered the potential for the manipulation
of financial results to be a significant fraud risk.
Our work in this area included:
A review of journals processed during the period
under review and in the preparation of the financial
statements to determine whether these were
appropriate.
A review of key estimates, judgements and
assumptions within the financial statements for
evidence of management bias, and agreeing to
appropriate supporting documentation.
An assessment of whether the financial results
and accounting records included any significant or
unusual transactions where the economic
substance was not clear.
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
YEAR ENDED 30 APRIL 2022
20
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report10. Our opinion on the group and parent company financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to be audited
are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the group and parent company financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing
the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either intend
to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do
so.
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
YEAR ENDED 30 APRIL 2022
21
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate
to identify laws and regulations that could reasonably be expected to have a direct effect on the financial
statements. We obtained our understanding in this regard through discussions with management, industry
research, and the application of our cumulative audit knowledge and experience of the sector.
• We determined the principal laws and regulations relevant to the group and parent company in this
regard to be those arising from Companies Act 2006, LSE listing rules, and Disclosure and Transparency
Rules.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the group and parent company with those laws and regulations. These
procedures included, but were not limited to:
o Enquiries of management, review of minutes, and review of legal and regulatory correspondence.
• We also identified the risks of material misstatement of the financial statements due to fraud. We
considered the non-rebuttable presumption of a risk of fraud arising from management override of controls
as a key audit matter.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-
compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
We were appointed by the Board on 25 November 2022 to audit the financial statements for the year ended
30 April 2022 and subsequent financial periods. Our total uninterrupted period of engagement is 10 years,
covering the periods ended 30 April 2012 to 30 April 2022.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the
parent company and we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
YEAR ENDED 30 APRIL 2022
22
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
Eric Hindson (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
7 June 2023
23
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2022
The Accounting Policies and Notes form part of the financial statements.
Note Group
2022
Group
2021
Continuing operations
£
£
Revenue from contracts with
customers
3 - 3,296,730
Cost of sales - (3,483,700 )
_______ _______
Gross Profit/(Loss) - (186,970 )
Other income 5,033 14,750
Administrative expenses 4 (185,775 ) (741,636 )
Impairment of goodwill 9 (125,101 ) -
Impairment of receivables 10 (578,779 ) -
_______ _______
Operating loss (884,622 ) (913,856 )
Interest received - 29
Finance charges 4 (242,773 ) -
_______ _______
Loss before taxation (1,127,395 ) (913,827 )
Income tax 7 - -
_______
Loss for the year attributable to
equity owners
(1,127,395 ) (913,827 )
_______
_______
Total comprehensive income for the
year attributable to the equity
owners
(1,127,395 ) (913,827 )
_______
_______
Total comprehensive income for the
year attributable to:
Owners of Dukemount Capital Plc (1,176,088 )
(913,827 )
Non-controlling interests 48,693
_______
(1,127,395 )
(913,827 )
_______
_______
Earnings per share attributable to
equity owners
Basic and diluted (pence) 12 (0.0022 ) (0.0020 )
_______
_______
24
DUKEMOUNT CAPITAL PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2022
Note 30 April 2022 30 April 2021
£ £
Assets
Non current assets
Intangible assets
9
_______ _______
Current Assets
Trade and other receivables 10 38,164 576,316
Cash and cash equivalents 19,214 24,657
_______ _______
Total Assets 407,378 600,973
_______
_______
Equity and Liabilities
Equity
Share capital 13 513,535 481,283
Share premium 14 1,249,305 1,115,035
Share based payments reserve 2,960 2,960
Retained deficit (3,344,508 ) (2,217,113 )
_______ _______
(1,578,708 ) (617,835 )
Current Liabilities
Trade and other payables 16 1,986,086 1,218,808
_______ _______
Total Equity and Liabilities 407,378 600,973
_______
_______
Total equity and liabilities attributable to :
Owners of Dukemount Capital Plc 358,685
Non-controlling interests 48,693 -
_______ _______
_______ _______
These Consolidated Financial Statements were approved and authorised for issue by the Board of Directors
and were signed on its behalf
7 June 2023.
Geoffrey G. Dart
Director
The Accounting Policies and Notes form part of the financial statements.
DUKEMOUNT CAPITAL PLC COMPANY STATEMENT OF FINANCIAL POSITION
COMPANY NUMBER: 07611240 AS AT 30 APRIL 2022
25
Note 30 April 2022 30 April 2021
£ £
Assets
Non current assets
Investment in Subsidiaries
8
350,601
101
Current Assets
Trade and other receivables 10 13,436 133,324
Cash and cash equivalents 16,115 14,505
_______ _______
Total Assets 380,152 147,829
_______
_______
Equity and Liabilities
Equity
Share capital 13 513,535 481,283
Share premium 14 1,249,305 1,115,035
Share based payments reserve 2,960 2,960
Retained deficit (3,321,698) (2,190,926)
_______ _______
(1,555,898) (591,648)
Current Liabilities
Trade and other payables 16 1,936,050 739,477
_______ _______
Total Equity and Liabilities 380,152 147,829
_______
_______
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from
presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for
the Parent Company for the year was £1,130,772 (2021: £680,677) and the total comprehensive loss for
the year was £1,130,772 (2021: £680,677).
These Financial Statements were approved and authorised for issue by the Board of Directors and were
signed on its behalf on 7 June 2023.
Geoffrey G. Dart
Director
The Accounting Policies and Notes form part of the financial statements.
DUKEMOUNT CAPITAL PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 APRIL 2022
26
Share
capital
Share
premium
Share
based
payment
reserve
Retained
deficit
Total Non
controlling
interests
Total
Equity
£ £ £ £ £
Balance as at 1 May
2020
Loss for the year
Other comprehensive
income
Total comprehensive
income for the year
Transactions with
equity owners
Issue of ordinar
y
shares
Exercise of warrants
Total transactions
with owners
Balance as at 30
April 2021
Balance as at 1 May
2021
Loss for the year
Other comprehensive
income
Total comprehensive
income for the year
Transactions with
equity owners
Issue of ordinary
shares
Total transactions with
owners
Balance as at 30
April 2022
The Accounting Policies and Notes form part of the financial statements.
DUKEMOUNT CAPITAL PLC COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 APRIL 2022
27
Share
Capital
Share
premium
Share
based
payment
reserve
Retained
deficit
Total
£ £ £ £ £
Balance as at 1 May 2020 366,166 789,671 30,499 (1,156,400) 29,936
Loss for the year - - - (680,677) (680,677)
Other comprehensive income - - - - -
Total comprehensive income for the
year
- - - (680,677) (680,677)
Transactions with equity owners
Issue of ordinary shares 42,250 162,824 - - 205,074
Exercise of warrants - -
(27,539) 27,539
-
Total transactions with owners 42,250 162,824 (27,539) 27,539 205,074
Balance as at 30 April 2021 481,283 1,115,035 2,960 (2,190,926) (591,648)
Balance as at 1 May 2021 481,283 1,115,035 2,960 (2,190,926) (591,648)
Loss for the year - - - (1,130,772) (1,130,772)
Other comprehensive income - - - - -
Total comprehensive income for
the year
- - - (1,130,772) (1,130,772)
Transactions with equity owners
Issue of ordinary shares
32,252 134,270
- - 166,522
Total transactions with owners
32,252 134,270
- 166,522
Balance as at 30 April 2022
513,535 1,249,305
2,960 (3,321,698) (1,555,898)
The Accounting Policies and Notes form part of the financial statements.
DUKEMOUNT CAPITAL PLC CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 APRIL 2022
28
Note 2022 2021
£ £
Cash Flows from Operating Activities
Loss before taxation (1,127,395 ) (913,827 )
Changes in working capital:
Shares issued in lieu of expenses 30,727 -
Impairment of goodwill 9 125,101 -
Impairment of receivables 10 578,779 -
(Increase)/decrease in trade and other receivables 10 (40,627 ) 33,242
(Decrease)/Increase in trade and other payables 16 (232,722 ) 265,070
Net Cash generated from/(used in) Operating
Activities
(666,137 ) (615,515 )
Cash Flows from Financing Activities
Net proceeds from issue of shares 12 - 231,761
Loans received 16 1,000,000 -
Net Cash generated from Financing Activities
Cash Flows from Investing Activities
Investment in subsidiary
(339,306 )
Net cash used in Investing Activities (339,306 ) -
Net Decrease in Cash and Cash Equivalents (5,443 ) (383,754 )
Cash and cash equivalents at the beginning of the year 24,657 408,411
Cash and Cash Equivalents at the End of the Year 19,214 24,657
The Accounting Policies and Notes form part of the financial statements.
DUKEMOUNT CAPITAL PLC COMPANY STATEMENT OF CASH FLOWS
YEAR ENDED 30 APRIL 2022
29
Note 2022 2021
£ £
Cash Flows from Operating Activities
Loss before taxation (1,130,772) (680,677)
A
djustments for:
Changes in working capital:
Provision for inter company loans 10 491,628 -
Impairment 9 125,101 -
Shares issued in lieu of expenses 30,727 -
Decrease in trade and other receivables 10 1,060 283,435
(Decrease)/increase in trade and other payables 16 (176,828) 168,137
Net Cash used in Operating Activities (659,084) (229,105)
Cash Flows from Investing Activities
Funding issued/repaid from subsidiary undertakings
- (145,516)
Investment in subsidiary
(339,306)
Net Cash used in Investing Activities (339,306) (145,516)
Cash Flows from Financing Activities
Net proceeds from fundraising 12 - 231,761
Loans received 16 1,000,000 -
Net Cash generated from/used in Financing
Activities
1,000,000
231,761
Net Increase/(Decrease) in Cash and Cash
Equivalents
1,610 (142,860)
Cash and cash equivalents at the beginning of the year 14,505 157,365
Cash and Cash Equivalents at the End of the Year 16,115 14,505
The Accounting Policies and Notes form part of the financial statements.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
30
1. General Information
name Black Lion Capital Plc. The Company subsequently changed its name to Black Eagle Capital Plc on
13 September 2011 and on 15 November 2016 changed its name to Dukemount Capital Plc. On 29 March
2017 the Company was admitted to the London Stock Exchange by way of a standard listing.
The Group’s principal activity is now to ensure that the financial position and prospects of the Company are
maintained to facilitate a future reverse transaction.
The parent company’s registered office is located at 70 Jermyn Street, London SW1Y 6NY.
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
a) Basis of Preparation of Financial Statements
The consolidated financial statements of Dukemount Capital Plc have been prepared in accordance with
UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards. The financial statements have been prepared
under the historical cost convention.
The financial statements are presented in Pound Sterling (£), rounded to the nearest pound.
The consolidated entities include the wholly owned subsidiaries DKE (North West) Limited and DKE
and is deemed to exercise control from the date of its acquisition on 20 May 2021.
The individual entity financial statements of each subsidiary were prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (FRS 101).
b) Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included
in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
31
2. Summary of Significant Accounting Policies (continued)
b) Basis of consolidation (continued)
The group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests issued by the group. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. The group recognises any non-
controlling interest in the acquired companies on an acquisition-by-acquisition basis, either at fair value or
at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net
assets.
The Group’s interest in Gas Peaking projects is treated as a business combination instead of an asset
acquisition as there is an intention to enter that business, supported by a business plan.
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have
been adjusted to conform with the group’s accounting policies.
c) Going Concern
The preparation of financial statements requires an assessment on the validity of the going concern
assumption.
The Directors have reviewed projections for a period of at least 12 months from the date of approval of the
Financial Statements.
In making their assessment of going concern, the Directors have discussed the Company’s position with its
funders and professional advisors. In November 2022 the Company agreed a term sheet with its current
investors and broker in which its broker will facilitate a capital investment into the Company of circa £250,000
to £400,000; a commitment to pay certain outstanding fees and a commitment to provide further funding
whilst looking for a possible reverse transaction. The Group’s forecasts and projections, taking account of
reasonably possible changes in trading performance, show that the Group has sufficient funds available to
it following events after the year end.
The Directors note that the Group has always been successful with past fundraises and continue to believe
strongly in the Group’s potential. However, the success of securing funding or a reverse transaction has
been identified as a material uncertainty which may cast significant doubt over the going concern
assessment. Whilst acknowledging this uncertainty, based upon the expectation of completing a successful
fundraising in the near future, and the continued support of it investors and broker, the Directors consider it
appropriate to continue to prepare the financial statements on a going concern basis.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
32
2. Summary of Significant Accounting Policies (continued)
d) Changes in accounting policies and disclosure
In issue and effective for periods commencing on 1 May 2021
The Company has applied the following standard and amendments for the first time for its annual reporting
period commencing 1 May 2021
| • | Definition of Material – Amendments to IAS 1 and IAS 8; |
| • | Definition of a Business – Amendments to IFRS 3; |
| • | Interest Rate Benchmark Reform – Amendments to IFRS 9, IAS 39 and IFRS 7; |
| • | Revised Conceptual Framework for Financial Reporting; |
| • | Annual improvements to IFRS Standards 2018-2020 Cycle; and |
| • | COVID-19 related rent concessions – Amendments to IFRS. |
The adoption of these standards and amendments have not had a material impact on the Group or
Company in the year.
In issue but not effective for periods commencing on 1 May 2022
A number of new standards and amendments to standards and interpretations are effective for annual
periods beginning after 1 April 2022 and have not been applied in preparing these financial statements.
None of these are expected to have a significant effect on the financial statements of the company, except
the following set out below:
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have
a material impact on the Group or Company.
e) Segmental reporting
Identifying and assessing investment projects is the only activity the Group is involved in and is therefore
considered as the only operating/reportable segment.
Therefore the financial information of the single segment is the same as that set out in the Statement of
Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the
Statement of Cashflows.
f) Revenue from contracts with customers
Revenue relates to amounts contractually due under a property development agreement at the balance
sheet date relating to the stage of completion of a contract as measured by surveys of work performed to
date. Revenue is recognised for services when the Group has satisfied its contractual performance
obligation in respect of the services. The amount recognised for the services performed is the consideration
that the Group is entitled to for performing the services provided. Revenue from contracts with customers is
recognised over time.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change,
and may include cost contingencies to take into account specific risks within each contract. Cost
contingencies are reviewed on a regular basis throughout the life of the contract. However, the nature of the
risks on projects are such that they often cannot be resolved until the end of the project and therefore may
reverse until the end of the project. Any resulting increases or decreases in estimated revenues or costs are
reflected in profit or loss in the period in which the circumstances that give rise to the revision become known
by management. The estimated final outcomes on projects are continuously reviewed, and adjustments are
made when necessary. Provision is made for all known or expected losses on individual contracts once
such losses are foreseen.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
33
2. Summary of Significant Accounting Policies (continued)
Where costs incurred plus recognised profits less recognised losses exceed progress billings, the balance
is recognised as contract assets within trade and other receivables. Where progress billings exceed costs
incurred plus recognised profits less recognised losses, the balance is recognised as contract liabilities
within trade and other payables.
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances with banks. This
definition is also used for the Statement of Cash Flows.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit
risk.
The Group considers that it is not exposed to major concentrations of credit risk.
h) Financial Instruments
Financial assets
The Group and Company classifies its financial assets in the following measurement categories:
| • | Those to be measured subsequently at fair value through profit or loss; and |
| • | Those to be measured at amortised cost. |
The classification depends on the business model for managing the financial assets and the contractual
terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following
criteria are met:
| • | The asset is held within a business model whose objective is to collect contractual cash flows; and |
| • | The contractual terms give rise to cash flows that are solely payments of principal and interest. |
Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method
and are subject to impairment. The Group’s and Company’s financial assets at amortised cost include trade
and other receivables, contract assets and cash and cash equivalents. A financial asset (or, where
applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised
when:
| • | The rights to receive cash flows from the asset have expired; or |
| • | The Group and Company has transferred its rights to receive cash flows from the asset or has |
| assumed an obligation to pay the received cash flows in full without material delay to a third party | |
| under a ‘pass-through’ arrangement; and either (a) the Group and Company has transferred | |
| substantially all the risks and rewards of the asset, or (b) the Group and Company has neither | |
| transferred nor retained substantially all the risks and rewards of the asset, but has transferred | |
| control of the asset. |
The Group currently does not recognise an allowance for expected credit losses (ECLs) for all debt
instruments not held at fair value through profit or loss, as the effect would be immaterial on these financial
statements. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
34
2. Summary of Significant Accounting Policies (continued)
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months,
the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s
lifetime ECL at each reporting date. The Group assesses a non-performing debt based on the payment
terms of the receivable.
i) Financial liabilities
Financial liabilities, comprising trade and other payables, are held at amortised cost.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course
of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value, and subsequently measured at amortised
cost using the effective interest method.
j) De-recognition of Financial Instruments
i. Financial Assets
A financial asset is derecognised where:
| • | the right to receive cash flows from the asset has expired; |
| • | the Group retains the right to receive cash flows from the asset, but has assumed an obligation to |
| pay them in full without material delay to a third party under a pass-through arrangement; or | |
| • | the Group has transferred the rights to receive cash flows from the asset, and either has transferred |
| substantially all the risks and rewards of the asset or has neither transferred nor retained | |
| substantially all the risks and rewards of the asset, but has transferred control of the asset. |
ii. Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new liability, and
the difference in the respective carrying amounts is recognised in the statement of comprehensive income.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
35
2. Summary of Significant Accounting Policies (continued)
k) Taxation
Current tax
Current tax is based on the taxable profit or loss for the year. Tax is recognised in profit or loss, except to
the extent that it relates to items recognised in other comprehensive income or recognised in equity. In this
case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Current tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax
Deferred tax is recognised using the liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the Financial Statements and the
corresponding tax bases used in the computation of taxable profit. However, deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction
affects neither accounting nor taxable profit or loss. In principle, deferred tax liabilities are recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at the
Statement of Financial Position date and are expected to apply to the period when the deferred tax asset is
realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
l) Equity
Equity comprises the following:
| • | Share capital representing the nominal value of the equity shares; |
| • | Share premium representing consideration less nominal value of issued shares and costs directly |
| attributable to the issue of new shares; | |
| • | Share based payments reserve representing the fair value of share based payments valued in |
| accordance with IFRS 2. |
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
36
2. Summary of Significant Accounting Policies (continued)
m) Share Capital
Ordinary shares are classified as equity.
n) Share Based Payments
The Group has issued warrants over the ordinary share capital as described in note 15. In accordance with
IFRS 2, the total amount to be expensed over the vesting period for warrants issued for services is
determined by reference to the fair value of the warrants granted, excluding non-market vesting conditions.
Non-market vesting conditions are included in assumptions about the number of warrants that are expected
to vest.
For warrants issued relating to the raising of finance, the relevant expense is offset against the share
premium account. The total amount to be expensed is determined by reference to the fair rate of the
warrants granted, excluding non-market vesting conditions. Non-market vesting conditions are included in
assumptions about the number of warrants that are expected to vest.
o) Investments
Equity investments in subsidiaries are held at cost, less any provision for impairment.
p) Financial Risk Management
Financial Risk Factors
The Group’s activities expose it to a variety of financial risks: market risk (price risk), credit risk and liquidity
risk. The Group’s overall risk management programme seeks to minimise potential adverse effects on the
Group’s financial performance. None of these risks are hedged.
The Group has no foreign currency transactions or borrowings, so is not exposed to market risk in terms of
foreign exchange risk. The Group will require funding to acquire and develop and/or refurbish its properties
and accordingly will be subject to interest rate risk.
Risk management is undertaken by the Board of Directors.
Market Risk – price risk
The Group was exposed to equity securities price risk because of investments held by the Group, classified
as available-for-sale financial assets. These assets were sold in the year, and therefore the carrying value
at the year end is £nil, which represents the maximum exposure for the Group.
The Group is not exposed to commodity price risk. The Directors will revisit the appropriateness of this policy
should the Group’s operations change in size or nature.
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding receivables. Management
does not expect any losses from non-performance of these receivables. The amount of exposure to any
individual counter party is subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit
risk, which is stated under the cash and cash equivalents accounting policy.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
37
2. Summary of Significant Accounting Policies (continued)
Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due. The proceeds raised from the placing
are being held as cash to enable the Group to fund a transaction as and when a suitable target is found.
Controls over expenditure are carefully managed, in order to maintain its cash reserves whilst it targets a
suitable transaction.
Financial liabilities are all due within one year.
Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going
concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an
optimal capital structure. The Group has no borrowings.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.
The Group monitors capital on the basis of the total equity held by the Group, being a net asset of
£407,378 as at 30 April 2022 (2021: net asset £600,973).
q) Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the future as required by the preparation of the
financial statements in conformity with UK-adopted international accounting standards. The resulting
accounting estimates will, by definition, seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
i) Share based payments
In accordance with IFRS 2 ‘Share Based Payments’ the Group has recognised the fair value of warrants
calculated using the Black-Scholes option pricing model. The Directors have made significant assumptions
particularly regarding the volatility of the share price at the grant date in order to calculate a total fair value.
Further information is disclosed in Note 15.
ii) Percentage completion method used for long term contracts
The Group makes an estimate of the stage of completion of a development project based on the costs
incurred at the year end. Management then make assumptions regarding the collectability of billings and
expected future costs. The method used is as stated in the constructions contract accounting policy 2f).
Estimation uncertainty will exist with regard to the gross profit being recognised at the year end. The
Directors believe that this uncertainty is reduced to an acceptable level by using quantity surveyors’ reports
to assess the stage of contract completion at the year end.
iii) Intercompany balances
Subsequent to the year end, the Company has also commenced a group reorganisation process of novating
and capitalising intercompany debts and whilst this process is ongoing they have concluded that no
impairment is required at 30 April 2022.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
38
3. Revenue
Analysis of turnover by geography:
| 2022 | 2021 | |
| £ | £ | |
| United Kingdom | ||
| - | 3,926,730 | |
| - | ||
| 3,926,730 |
Analysis of turnover by category:
| 2022 | 2021 | |
| £ | £ | |
| Property management and building development | ||
| services | ||
| - | 3,926,730 | |
| - | ||
| 3,926,730 |
All revenue is recognised over time.
4. Expenses by Nature
| 2022 | 2021 | |
| £ | £ | |
| Directors’ fees | 51,250 | 102,500 |
| Establishment costs | 28,733 | 27,219 |
| Legal and professional fees | 40,763 | 460,629 |
| Listing/ regulatory costs | 26,592 | 89,689 |
| Travel and accommodation | 2,196 | 2,791 |
| Other expenses | 31,208 | 58,808 |
| Finance charges | 242,773 | - |
| Impairment (Note 9) | 125,101 | - |
| Impairment (Note 10) | 578,779 | - |
| Total Administrative Expenses | 1,127,395 | 741,636 |
Finance charges relate to fees incurred in financing activities; £101,250 of these fees are accrued interest
and arrangement fees; £141,523 were satisfied by the issue of ordinary shares.
5. Directors’ Remuneration
Company
| 2022 | 2021 | |
| £ | £ | |
| Geoffrey Dart | 37,500 | 85,303 |
| Paul Gazzard | 13,750 | 27,500 |
| _____ | _____ | |
| Total | 51,250 | 112,803 |
______
______
The Directors elected not to be paid, nor accrue their entitlement from November 2021. Other benefits of
£nil (2021: £10,303) were also paid to the directors.
Details of directors’ remuneration are included in the Directors’ Remuneration Report.
The average number of employees (including directors) during the year was 2 (2021: 2).
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
39
6. Services provided by the Company’s Auditors
During the year, the Group obtained the following services from the Group’s auditors and its associates:
| 2022 | 2021 | |
| £ | £ | |
| Fees payable to the Company’s auditor for: | ||
| Audit of the Group and Company | ||
| 26,000 | ||
| 26,250 | ||
| Audit of the subsidiary undertakings | 10,000 | 11,250 |
| 36,000 | ||
| 37,500 |
7. Taxation
Tax Charge for the Year
No taxation arises on the result for the year due to taxable losses.
Factors Affecting the Tax Charge for the Period
The tax credit for the period does not equate to the loss for the period at the applicable rate of UK Corporation
Tax of 19.00% (2021: 19.00%). The differences are explained below:
| 2022 | 2021 | |
| £ | £ | |
| Loss for the period before taxation | (1,127,395) | (913,827) |
| ______ | ||
| ______ | ||
| Loss for the period before taxation multiplied by the standard | ||
| rate of UK Corporation of 19.00% (2021: 19.00%) | ||
| (214,205) | (173,627) | |
| Losses carried forward on which no deferred tax asset is recognised | 214,205 | 173,627 |
| ______ | ______ | |
| - | - | |
| ______ | ||
| _____ |
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30 April 2022 against future profits are estimated
at £3,282,222 (2021 - £2,154,827).
A deferred tax asset has not been recognised in respect of these losses in view of uncertainty as to the level
of future taxable profits.
There is no expiry date on carried forward tax losses.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
40
8. Investment in subsidiaries
Company
| 2022 | ||
| £ | ||
| 2021 | ||
| £ | ||
| Shares in Group Undertakings | ||
| As at 1 May | 101 | 101 |
| Additions in the year | 475,601 | - |
| Impairment (note 9) | (125,101) | - |
| At 30 April | 350,601 | 101 |
Details of Subsidiaries
Details of the subsidiaries at 30 April 2022 are as follows:
| Name of subsidiary | Address of | ||||
| registered office | |||||
| Country of | |||||
| incorporation | |||||
| Share | |||||
| capital | |||||
| held by | |||||
| Parent | |||||
| % share | |||||
| capital held | |||||
| Principal | |||||
| activities | |||||
| DKE (North West | |||||
| Limited) | |||||
| 70 Jermyn Street, | |||||
| London, UK | |||||
| England | 100 | 100% | Property | ||
| management | |||||
| and | |||||
| development | |||||
| DKE (Wavertree) | |||||
| Limited | |||||
| 70 Jermyn Street, | |||||
| London, UK | |||||
| England | 1 | 100% | Property | ||
| management | |||||
| and | |||||
| development | |||||
| Dukemount Limited | 70 Jermyn Street, | ||||
| London, UK | |||||
| England | 1 | 100% | Dormant | ||
| DKE Flexible Energy | |||||
| Limited* | |||||
| 70 Jermyn Street, | |||||
| London, UK | |||||
| England | 500 | 50% | Flexibility | ||
| power | |||||
| ARL Limited | |||||
| 70 Jermyn Street, | |||||
| London, UK | |||||
| England | indirect | - | Flexibility | ||
| power | |||||
| ADV 001 Limited | 70 Jermyn Street, | ||||
| London, UK | |||||
| England | indirect | - | Flexibility | ||
| power |
*On 20 May 2021, the Company acquired a 50% interest in the equity of HSKB Limited under a Joint Venture
and Shareholders’ Agreement. HSKB Limited was subsequently renamed DKE Flexible Energy Limited on
1 October 2021 following its acquisition of 100% of the share capital of ARL 018 Limited and ADV 001
Limited.
9. Intangible assets
On 20 May 2021 Dukemount Capital Plc, entered into a Joint Venture Agreement in relation to flexibility
power expert HSKB Ltd ("HSKB"), of which Dukemount non-executive director Paul Gazzard is a founder
and shareholder. Pursuant to the Joint Venture Agreement, Dukemount acquired 50% of the issued share
capital of HSKB for nominal value. On 1 October 2021 HSKB purchased two special purpose companies,
ARL 018 Limited and ADV 001 Limited. Each company containing the rights to an 11kV gas peaking facility,
ready to build, with full planning permission and grid access. HSKB has changed its name to DKE Flexible
Energy Limited ("DKE Energy").
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
41
9. Intangible assets (continued)
The assets and liabilities as of 1 October 2021 arising from the acquisition of ARL 018 Limited and ADV 001
Limited are as follows:
| Book value at acquisition | |||
| £ | |||
| Fair value adjustments | |||
| £ | |||
| Fair value at acquisition | |||
| £ | |||
| Consideration | 315,642 | - | 315,642 |
| Cash | 55 | - | 55 |
| Assets | 44,049 | - | 44,049 |
| Liabilities | (87,317) | (87,317) | |
| Reserves | (52,750) | (52,750) | |
| - | |||
| At 30 April | 411,605 | - | 411,605 |
During the period to 30 April 2022, the Group added £63,496 to the value of the assets in relation to deposits
resulting in a carrying value at 30 April 2022 of £475,101. In performing an assessment of the carrying value
of the assets at the reporting date, the Directors concluded that as no development activity had been
undertaken during the year ended 30 April 2022, it was appropriate to book an impairment of £125,101,
resulting in a carrying value of £350,000 at 30 April 2022.
The Directors formed this opinion based upon their calculation of estimated fair value less cost to sell. This
was considered to be in excess of the carrying value of the asset. Further post year end, on 5 October 2022,
the Company announced that DKE Flexible Energy sold the two special purpose companies, for an
aggregate sale price of £350,000. Despite having the funding in place to construct these assets, the
regulatory environment that evolved for the Company during the transaction to buy and then fund the
construction of them meant there was little option but to dispose of the assets. The proceeds of the sale
have been used to repay a portion of the sums owing to the Company’s lenders.
10. Trade and Other Receivables
| Group | ||||
| 2022 | ||||
| Company | ||||
| 2022 | ||||
| Group | ||||
| 2021 | ||||
| Company | ||||
| 2021 | ||||
| £ | £ | £ | ||
| Other receivables, including | ||||
| prepayments | ||||
| 38,164 | 13,436 | 15,100 | 14,496 | |
| Amounts owed by group | ||||
| undertakings | ||||
| - | - | - | 118,828 | |
| Amounts recoverable on contracts | - | - | 561,216 | - |
| 38,164 | ||||
| 13,436 | 576,316 | 133,324 |
The fair value of all receivables is the same as their carrying values stated above.
The maximum exposure to credit risk at the reporting date is the carrying value mentioned above. The
Group does not hold any collateral as security.
Amounts recoverable on contracts represents sales invoices issued after 30 April in respect of work
undertaken during the year with appropriate provision being made in accruals and deferred income for costs
incurred in undertaking such work but which had not been invoiced. The directors have reviewed the
balances due under the funding arrangement and taken the decision that these are not recoverable and
impaired the amount of £578,779 owing at 30 April 2022 (2021: £561,216) in full.
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
42
Amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and
repayable on demand. Advances were made to the subsidiaries in order to fund the redevelopment projects.
As these projects have reached practical completion, the Company has made a bad debt provision for the
amounts owing of £491,628 in full.
11. Dividends
No dividend has been declared or paid by the Company during the year ended 30 April 2022 (2021: Nil).
12. Earnings per share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Group by the
weighted average number of ordinary shares in issue during the year. In accordance with IAS 33, basic and
diluted earnings per share are identical as the effect of the exercise of the warrants would be to decrease
the loss per share.
| 2022 | 2021 | ||
| £ | £ | ||
| Loss attributable to equity holders of the Group | 1,127,395 | 913,827 | |
| ______ | ______ | ||
| Total | 1,127,395 | 913,827 | |
| ______ | ______ | ||
| Weighted average number of ordinary shares in issue (thousands) | 504,873 | 456,930 | |
| ______ | _____ |
2022 2021
| Basic and diluted profit per share | 2022 | 2021 |
| £ | £ | |
| Continuing Operations – basic and diluted | 0.0022 | 0.0020 |
13. Share Capital
Group and Company
| 2022 | 2021 | |
| No. | No | |
| Allotted, issued and fully paid | (000’s) | (000’s) |
| Beginning of year | ||
| 481,283 | ||
| 439,033 | ||
| New shares issued (32,252,308 ordinary shares of £0.001 each) | ||
| 32,252 | ||
| 42,250 | ||
| At 30 April 513,535,974 ordinary shares of £0.001 each | ||
| (2021: 481,283,666 ordinary shares of £0.001 each) | ||
| 513,535 | ||
| 481,283 |
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
43
14. Share Premium
Group and Company
| Share | |||
| Premium | |||
| £ | |||
| Share issue | |||
| costs | |||
| £ | |||
| Net Share | |||
| Premium | |||
| £ | |||
| At 1 May 2021 | 1,140,838 | (25,803) | 1,115,035 |
| Issue of shares | 134,270 | - | 134,270 |
| At 30 April 2022 | 1,274,108 | (25,803) | 1,249,305 |
15. Share Based Payments
Details of the warrants outstanding at 30 April 2022 are included below. The fair value of the warrants was
determined using the Black Scholes valuation model. The parameters used are detailed below:
| Warrant granted on: | At 29 March 2017 | |
| Warrant life remaining (years) | 1 year | |
| Warrants granted | 27,064,000 | |
| Risk free rate | 0.5% | |
| Expiry date | 29 March 2023 | |
| Exercise price (£) | 0.005 | |
| Expected volatility | 20% | |
| Expected dividend yield | - | |
| Marketability discount | 20% | |
| Total fair value of warrants | ||
| granted (£) | ||
| 7,125 |
The expected volatility for the warrants granted is based on the historical share price volatility of similar
listed entities from their date of admission to the market up to the completion of the first six months of trading.
This is considered to be the most reasonable measure of expected volatility, given the relatively brief trading
history of the Group.
The warrants issued in 2017 were modified in 2021, with their expiry date being extended until 29 March
2023. The fair value adjustment as required under IFRS 2 as a result of this modification was immaterial
and as such no change in the fair value has been reflected in the Financial Statements.
The risk free rate of return is based on zero yield government bonds for a term consistent with the warrant
life. A reconciliation of warrants in issue over the period to 30 April 2022 is shown below:
| Number | Weighted average | |
| exercise price (£) | ||
| As at 1 May 2021 | 10,739,000 | 0.005 |
| Expired during year | (10,675,000) | |
| 0.005 | ||
| Outstanding as at 30 April 2022 | 64,000 | 0.005 |
| Exercisable at 30 April 2022 | ||
| 64,000 | ||
| 0.005 |
_________
_____
The weighted average contracted and expected life (years) for the above warrants is 1 year (2021 – 1
year).
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
44
16. Trade and Other Payables
| Group | ||||
| 2022 | ||||
| Company | ||||
| 2022 | ||||
| Group | ||||
| 2021 | ||||
| Company | ||||
| 2021 | ||||
| £ | £ | £ | £ | |
| Trade payables | 806,296 | 772,549 | 1,052,660 | 615,038 |
| Other creditors | 1,101,250 | 1,101,250 | - | - |
| Accruals | 78,540 | 62,251 | 166,148 | 124,439 |
| 1,986,086 | 1,936,050 | 1,218,808 | 739,477 |
In May 2021, the Company entered into a 12-month convertible unsecured loan facility for £1,000,000
("Facility") of which £500,000 was available immediately and the additional £500,000 available conditional
on certain milestones being met by the Company. The Facility was interest free and unsecured. The Facility
was convertible at the election of the Company or the Lenders into ordinary shares at a deemed issued
price of £0.0065 per share, subject to the Company having sufficient authorities in place and to the
publication of any prospectus required pursuant to the Prospectus Regulation Rules. In June 2021, the
Company issued 13,286,713 ordinary shares as payment under the Facility Agreement in relation to fees.
An availability fee of £70,000, £10,000 drawdown fees and reimbursement of legal fees were converted into
ordinary shares at 0.715p.
In September 2021, the Company signed off a subordinated funding package necessary to enable
completion of the senior debt funding for the gas peaking projects first announced via its JV with HSKB in
March 2021 ("Generation Project"). As a condition for this funding package, the Company also made
significant positive adjustments to its balance sheet and is restructuring its board with seasoned energy
market executives to enhance the company's ability to deliver the projects in its recently announced JV.
The Chesterfield convertible loan of £500,000 will be fully converted into ordinary shares of the company at
£0.0065 price per share. The £1,000,000 unsecured loan facility signed in May 2021 was repaid from the
new funding and that facility was terminated. The new funding package assembled by the Company
comprises: £3,000,000 mezzanine, 18 month loan facility with 4 month repayment holiday. £1,000,000 was
drawn down immediately upon execution with a balance of £1,101,250 at 30 April 2022 including charges
and accrued interest. The terms of this new facility were varied in October 2022 with total amounts due
deferred and to be repaid under new terms (Note 21)
17. Treasury Policy and Financial Instruments
The Group operates an informal treasury policy which includes the ongoing assessments of interest rate
management and borrowing policy. The Board approves all decisions on treasury policy.
The Group has financed its activities by the raising of funds through the placing of shares.
There are no material differences between the book value and fair value of the financial instruments.
| Group | ||||
| 2022 | ||||
| Company | ||||
| 2022 | ||||
| Group | ||||
| 2021 | ||||
| Company | ||||
| 2021 | ||||
| £ | £ | £ | £ | |
| Carrying amount of | ||||
| financial assets | ||||
| Measured at amortised | ||||
| cost | ||||
| 407,378 | 380,152 | 600,973 | 147,829 | |
| 407,378 | 380,152 | 600,973 | 147,829 | |
| Carrying amount of | ||||
| financial liabilities | ||||
| Measured at amortised | ||||
| cost | ||||
| 1,986,086 | 1,936,050 | 1,218,808 | 739,477 | |
| 1,986,086 | 1,936,050 | 1,218,808 | 739,477 |
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2022
45
18. Capital Commitments
There were no capital commitments authorised by the Directors or contracted for at 30 April 2022.
19. Related Party Transactions
The Directors are Key Management and information in respect of key management is given in Note 5.
A bonus accrual brought forward from prior year of £75,000 relating to Geoffrey Dart has been cancelled
and reversed as at 30 April 2022.
At 30 April 2022, the Company was due from DKE (Wavertree), a wholly owned subsidiary of the Group,
£223,365 (2021: due to £103,065). The Company has provided against this amount in full (Note 9).
At 30 April 2022, the Company was due from DKE (Northwest), a wholly owned subsidiary of the Group,
£268,263 (2021: due to £15,763). The Company has provided against this amount in full (Note 9).
At 30 April 2022, the Company was due £339,306 (2021: nil) from DKE Flexible Energy Limited, a company
in which Dukemount owns 50% of the shares and in which Paul Gazzard is a shareholder. Dukemount
loaned DKE Flexible Energy Limited £329,306 on an interest free, repayable on demand loan on 6 October
2021 to acquire ADV 001 Limited and ARL 018 Limited in which Paul Gazzard was a director from 6
September 2021 to 6 October 2022. Following the year end, DKE Flexible Energy Limited sold its interests
in ADV 001 Limited and ARL 018 Limited for aggregate proceeds of £350,000. The proceeds were used by
Dukemount to satisfy debt.
20. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
21. Events after the reporting period
On 5 October 2022 the Company announced that HSKB Limited ("HSKB"), in which it holds a 50% interest,
had completed the sale of two special purpose companies containing an 11kV gas peaking facility, ready to
build, with full planning permission and grid access for an aggregate sale price of £350,000. The proceeds
of the sale have been used to repay a portion of the sums owing to the lenders as detailed in the
announcement of 15 September 2021.
Further to the disposal of the gas peaking facilities, the lenders agreed to advance net proceeds of £50,000
in aggregate in addition to restructuring their existing funding arrangement. The maturity date for the existing
debt plus the further advance is to be 24 months from the date of the Advance (being 10 October 2024).
The proceeds of the further advance have been used to settle accrued liabilities of the Company.
The board has taken steps to ensure that the financial position and prospects of the Company are
maintained to facilitate a future reverse transaction. To that end, the board has confirmed that the directors
have released the Company from all accrued but unpaid emoluments; Chesterfield Capital Limited have
confirmed that the outstanding balance of £500,000 due to Chesterfield Capital Limited will be converted at
a price of 0.65p. Such subscription to settle all balances due from the Company and to be settled by the
issuance of shares at the earlier of (a) the approval of a prospectus, (b) the direction of the board of the
Company and (c) 31 December 2023.
The restructuring and further advance debt is convertible at the nominal value of 0.1p of the ordinary shares
of the Company. The further advance is subject to a 5% implementation fee. The Company has settled a
9.5% extension fee of £74,575 to the Noteholders in the form of ordinary shares at nominal value.
Accordingly the Company issued 74,575,000 ordinary shares in the Company on 12 October 2022 and
28,132,190 ordinary shares on 28 October 2022.
